| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/02/2024 |
3. Issuer Name and Ticker or Trading Symbol
Nocturne Acquisition Corp [ MBTCU ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 3,340,000(1) | I | See Footnote(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. These shares represent ordinary shares of Nocturne Acquisition Corporation (the "Company") held by Nocturne Sponsor, LLC (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the Company. The ordinary shares indirectly owned by the reporting person include (1) up to 375,000 shares that are subject to forfeiture in the event that the underwriters of the initial public offering of the Company's securities do not exercise in full their over-allotment option as described in the Company's registration statement, and (2) up to 450,000 ordinary shares underlying units (each unit consisting of one ordinary share and one right (each right entitles the holder to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination) acquired pursuant to a unit subscription agreement by and between the Sponsor and the issuer in a private placement. |
| 2. Haoyu Lin is married to Ka Seng (Thomas) Ao, Chief Financial Officer and director of the Company and therefore may be deemed to have indirect beneficial ownership of ordinary shares held by Mr. Ao. Mr. Ao is a managing member of the Sponsor and shares voting and investment discretion with respect to the securities held directly by the Sponsor. As such, Mr. Ao may be deemed to have indirect beneficial ownership of ordinary shares held directly by the Sponsor. Ms. Lin disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest she may have therein. |
| /s/ Haoyu Lin | 02/12/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
